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                                  Exhibit 10.50
                             JOINT VENTURE AGREEMENT

         This Joint Venture Agreement is made as of this 1st day of July, 1999,
by and between TB WOOD'S INCORPORATED, a Pennsylvania business corporation
having offices at 440 North Fifth Avenue, Chambersburg, Pennsylvania 17201
("TBW") and THE ELECTRON CORP., a Colorado corporation having offices at 5101
South Rio Grande Street, PO Box 318, Littleton, Colorado 80160 ("Electron"). TBW
and Electron are referred to herein collectively as the "Venturers" and
separately as a "Venturer".

                                    RECITALS:

         A. TBW and Electron have agreed to form a joint venture for the purpose
of manufacturing and selling Belted Drive Components as defined herein.

         B. It is the intention of the Venturers that Electron will become the
exclusive supplier of certain castings as identified in Schedule 1.1 (a) and,
together with TBW, the exclusive supplier of certain castings as identified on
Schedule 1.1 (b) for Belted Drive Components to the Venture pursuant to a
requirements contract with TBW, the payment obligations of which will be assumed
by the Venture and guaranteed by TBW.

         C. The Venturers agree that TBW will become the exclusive provider to
the Venture of management, machining, sales, marketing, distribution and
engineering services; the exclusive supplier to the Venture of certain finished
components as described on Schedule 1.1 (c), and, together with Electron, the
exclusive supplier of finished components as described in Schedules 1.1 (a) and
1.1 (b) pursuant to (i) a marketing and administrative services agreement; and
(ii) a requirements contract with the Venture; and (iii) an assumption of the
payment obligations under the Electron requirements contract by the Venture,
which shall be guaranteed by TBW.

         D. The Venturers agree that certain products manufactured by them shall
be sold in the Restricted Territory, as defined herein, only on behalf of and
through the Venture.

                                   AGREEMENT:

         NOW, THEREFORE, in consideration of the forgoing recitals, which are
made part of this Agreement, and the covenants, representations and warranties
set forth herein, and intending to be legally bound hereby, the Venturers agree
as follows:

         1. Definitions. Capitalized terms used herein and not otherwise defined
shall have the following meanings:

                  1.1 "Belted Drive Components" shall mean power transmission
         products of the types described on Schedule 1.1.



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                  1.2 "Corrective Action Report(s)" shall mean written reports
         issued by or on behalf of the Venture to the Venturers (i) stating, in
         reasonable detail, the manner in which a casting produced by either
         Venturer or machining performed by TBW is defective, substandard or not
         otherwise in conformance with the product specifications adopted by or
         on behalf of the Venture; and (ii) proposing a plan of correction and a
         timetable within which the corrective action must be concluded.

                  1.3 "Cost of Goods Sold" shall mean the aggregate transfer
         costs of the items sold by the Venture as stated on Schedule 1.1

                  1.4 "Effective Date" shall mean July 1, 1999.

                  1.5 "Fail(s) to Perform" or "Failure to Perform" shall mean
         failure by either TBW or Electron to satisfy the criteria for
         dimensional and cosmetic specifications for Belted Drive Components
         established by the Venture or the failure to deliver Belted Drive
         Components as and when required by the Venture pursuant to the
         requirements contracts executed by each of TBW and Electron which
         failure, in either event, when annualized as of the time of such
         Failure to Perform, can reasonably be anticipated to result in a loss
         of business to the Venture of more than $500,000 in Net Sales per
         annum.

                  1.6 "G S and A Expenses" shall mean the general, sales and
         administrative expenses charged to the Venture by TBW through the M &
         AS Agreement as defined in Section 5.3 plus any uncollectible accounts
         receivable (as determinated in accordance with Sections 8.6 and 8.7
         hereinafter).

                  1.7 "General Partner" shall mean TBWE Belt Drive Systems LLC.

                  1.8 "Initial Inventory" shall mean all of the Belted Drive
         Components held in the inventory of each of the Venturers as of the
         Effective Date.

                  1.9 "Interest(s)" shall mean the equity interest in each of
         the Venture and the General Partner held by each of the Venturers.

                  1.10 "Major Decisions" shall mean a decision of the Venture
         requiring the unanimous consent of the Managers of the General Partner
         pursuant to Section 15.6 of this Agreement.

                  1.11 "Manufacturing Rationalization" shall mean the
         integration of the Belted Drive Components operations of the Venturers
         and the Venture pursuant to the terms of Section 12 of this Agreement.


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                  1.12 "M & AS Agreement" shall have the meaning ascribed to the
         term in Section 5.3 hereinafter.

                  1.13 "Net Sales" shall mean to be invoiced sales minus
         allowances, discounts, rebates and returns.

                  1.14 "Operating Income" shall mean Net Sales less (i) Cost of
         Goods Sold and (ii) G S and A Expenses.

                  1.15 "Quality Audit Committee" shall mean a committee
         organized by the Managers of the General Partner consisting of TBW's
         Vice President and General Manager of its Mechanical Division, TBW's
         Vice President of Quality and Electron's President and Chief Operating
         Officer which shall have the authority and responsibility stated in
         Section 11 of this Agreement.

                  1.16 "Restricted Territory" shall mean a territory comprising
         the United States, Mexico, Central America, South America and Canada.

                  1.17 "TBW Call Price" shall mean the purchase price for the
         acquisition by TBW of the Interest of Electron determined in accordance
         with Section 16.4.

                  1.18 "TBW Put Price" shall mean the purchase price for the
         acquisition by TBW of the Interest of Electron determined in accordance
         with Section 16.5.

                  1.19 "Trade Accounts Payable Balance" shall mean the unpaid
         balance of the payment obligations of the Venture to Electron for
         Initial Inventory and non-Initial Inventory for purposes of the
         calculations in Section 16.

         2. Formation of Joint Venture and General Partner. The parties will
form the Venture as a Pennsylvania limited partnership under the name TBWE Belt
Drive Components LP. The parties will also form a Pennsylvania limited liability
company under the name TBWE Belt Drive Systems LLC which shall serve as the
general partner of the Venture. The registered office of the Venture and the
General Partner shall be at 440 North Fifth Avenue, Chambersburg, Pennsylvania,
or at such other office location as the Venturers may agree from time to time.

         3. Purpose. The sole purpose of the Venture shall be to manufacture,
machine, market, distribute and engineer Belted Drive Components and such other
products having similar uses which may be developed by either TBW or Electron in
the future and as may be approved, from time to time, by the Venturers acting in
their reasonable discretion in the Restricted Territory.

         4. Effective Date. The Venture and the General Partner shall be formed
as of the Effective Date.

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         5. Exclusive Manufacture and Sales. All Belted Drive Components cast,
manufactured, machined, marketed, distributed or engineered by either TBW or
Electron in the Restricted Territory shall be marketed on behalf of and through
the Venture, and, except as otherwise expressly provided herein, none of the
Belted Drive Components shall be manufactured or sold independently of the
Venture or to any third party in the Restricted Territory. For purposes of this
Agreement, Belted Drive Components shall include the products identified on
Schedule 1.1 and future products of the same type as the products described on
Schedule 1.1 which may be developed by either TBW or Electron in the future.

                  5.1 Electron as Exclusive Supplier of Castings to TBW. From
         and after the Effective Date, Electron shall become the exclusive
         supplier of castings for Belted Drive Components to TBW, as set forth
         on Schedules 1.1 (a) and 1.1 (b), pursuant to a requirements contract
         entered into by and between Electron and TBW. The ultimate benefit and
         payment obligations of the Electron requirements contract shall be
         assigned by TBW to the Venture to enable TBW to satisfy its commitments
         to the Venture as provided in Section 5.2 hereinafter, and TBW shall
         guarantee the Venture's payment obligations after such assignment.

                  5.2 TBW as Exclusive Supplier of Certain Finished Products to
         the Venture. From and after the Effective Date, TBW will become the
         exclusive provider of certain finished products comprising Belted Drive
         Components to the Venture as set forth on Schedules 1.1 (b) and 1.1 (c)
         pursuant to a requirements contract entered into by and between the
         Venture and TBW.

                  5.3 TBW as Exclusive Provider of Marketing and Administrative
         Services. From and after the Effective Date, TBW will become the
         exclusive provider of administrative, internal accounting, routine
         legal, sales, marketing, distribution and certain engineering services
         to the Venture pursuant to a marketing and administrative services
         agreement (the "M&AS Agreement") entered into by and between TBW and
         the Venture. The M&AS Agreement shall provide for payment to TBW of a
         fee in an amount equivalent to 18.9% of Net Sales made by the Venture,
         provided that the dollar volume of Net Sales is no less than Forty-Four
         Million Sixty-One Thousand and 00/100 Dollars ($44,061,000.00) and no
         more than Fifty-Nine Million Six Hundred Eleven Thousand and 00/100
         Dollars ($59,611,000.00). In the event that the Venture's Net Sales
         either are less than Forty-Four Million Sixty-One Thousand and 00/100
         Dollars ($44,061,000.00) or exceed Fifty-Nine Million Six Hundred
         Eleven Thousand and 00/100 Dollars ($59,611,000.00), TBW's
         administrative fee shall be determined by unanimous vote of the
         Managers of the General Partner; provided, however, that the
         administrative fee shall not be less than fifteen percent (15%) nor
         more than twenty-three percent (23%) of Net Sales of the Venture. The
         Venturers hereby agree and acknowledge that the administrative fee
         being paid to TBW will be in lieu of any reimbursement of expenses
         incurred by TBW in performing its obligations under the M&AS Agreement,
         including expenses related to management supervision, internal
         accounting, computing, internal engineering and routine legal costs and
         expenses.


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         6. Transfer of Inventory to Venture. Electron agrees to sell finished
goods and casting inventory to TBW and TBW agrees to sell finished goods and
casting inventory to the Venture as follows:

                  6.1 Physical Audit and Verification of Inventory. On or before
         the Effective Date, Electron shall cause to be performed a physical
         audit of its Initial Inventory. TBW shall be entitled to monitor,
         attend and receive the results from the audit. TBW shall not be
         required to perform a physical inventory, but historically has made and
         shall continue to make regular periodic adjustments to its inventory
         based on daily reviews of its inventory. Electron shall be entitled to
         verify TBW's Initial Inventory.

                  6.2 Sale of Initial Inventory. The Initial Inventory shall be
         sold and transferred by TBW and Electron to the Venture for the
         transfer costs stated on Schedules 1.1 (a), 1.1 (b) and 1.1 (c). TBW
         and Electron shall be paid for their transfer of Initial Inventory as
         provided in Subsections 8.1 and 8.4 7.5 hereinafter. All of Electron's
         raw casting inventory items will be converted to finished goods and
         shall be available for sale by the Venture as soon as practicable after
         the Effective Date based on a schedule mutually acceptable to both
         Venturers. TBW will include Electron's inventory in TBW's inventory
         systems before sales of inventory are made by the Venture.

                  6.3 Location of Electron's Inventory. Upon written notice from
         TBW, Electron shall transfer all of its inventory of Belted Drive
         Components to its warehouse in Littleton, Colorado, and close its
         remaining warehouses. Electron will maintain its existing warehouse in
         Littleton, Colorado, for a period of one year after the Effective Date.

                  6.4 Return of Excess and Obsolete Initial Inventory. Any of
         the Initial Inventory transferred by TBW and Electron to the Venture
         that is (i) not sold by the Venture as of the first anniversary of the
         Effective Date and (ii) is determined by the General Partner to be
         excess or obsolete inventory (using TBW's customary methodology for
         determining excess and obsolete inventory) shall be returned by the
         Venture to TBW and, if appropriate based on which Venturer initially
         transferred such Initial Inventory, by TBW to Electron for the transfer
         costs stated on Schedules 1.1 (a), 1.1 (b) and 1.1 (c).


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                  6.5 Reserve for Obsolete Inventory. The Venture shall
         establish and maintain a reserve for obsolete inventory in the amount
         of seventy-seven hundredths of one percent (0.77%) of the transfer cost
         of Initial Inventory and one-half of one percent (0.5%) of Net Sales of
         both Initial Inventory and non-Initial Inventory as stated on Schedules
         1.1 (a), 1.1 (b) and 1.1 (c).

         7. Purchase Price for Inventory. Except for the Initial Inventory, the
Venture shall pay TBW and Electron for Belted Drive Components sold to the
Venture as follows:

                  7.1 Price for Products Sold to TBW by Electron. The Venture
         shall pay Electron for castings sold by it to TBW and sold by TBW to
         the Venture at the transfer costs set forth on Schedules 1.1 (a) and
         1.1 (b), plus a scrap and pig iron surcharge which will be reviewed
         each calendar quarter based on the change in the Chicago Market for
         plate and structural steel 2 feet and under.

                  7.2 Price for Products Sold to Venture by TBW. The Venture
         shall pay TBW for finished products manufactured by TBW and sold to the
         Venture and for the machining of all of the Venture's castings at the
         transfer costs set forth on Schedules 1.1 (b) and 1.1 (c), plus a scrap
         and pig iron surcharge which will be reviewed each calendar quarter
         based on the change in the Chicago Market for plate and structural
         steel 2 feet and under and the Chicago Market for pig iron.

                  7.3 Sale of Additional Products by TBW and/or Electron. Any
         new products not included in the initial Belted Drive Component product
         group shall be added only by the mutual agreement of both Venturers for
         a price and method of costing determined jointly by both of the
         Venturers.

                  7.4 Term of Cost Schedule. The transfer costs listed on
         Schedules 1.1 (a), 1.1 (b) and 1.1 (c) shall remain fixed for a period
         of three (3) years. After the third anniversary of the Effective Date
         the Managers of the General Partner will convene to review the cost
         schedule and make appropriate changes. In considering changes to the
         cost schedule, the Managers of the General Partner shall consider
         relevant indices published by the United States Department of Commerce
         and by industry manufacturing groups. The transfer costs on the cost
         schedule will not be changed or revised without a unanimous vote of all
         Managers of the General Partner.

         8. Payment of Venture's Accounts Payable to TBW and Electron. The
Venture shall pay TBW and Electron for the Initial Inventory and subsequent
sales of non-Initial Inventory as follows:

                  8.1 Allocation of Payments During First Three Months: For the
         first three (3) months following the Effective Date, the Venture shall
         pay TBW and Electron for Initial Inventory and subsequent non-Initial
         Inventory sold by the Venture in the following percentages:

                                    (i)     to TBW      75%
                                    (ii)    to Electron 25%



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                  8.2 Priority of Payments: Beginning on the first day of the
         fourth month following the Effective Date, all payments by the Venture
         to TBW and Electron for inventory sold to the Venture (or to TBW by
         Electron) shall be allocated (i) first to non-Initial Inventory and
         (ii) then to Initial Inventory.

                  8.3 Payment after the Third Month for non-Initial Inventory:
         Beginning on the first day of the fourth month following the Effective
         Date, the Venture shall pay TBW and Electron on account of their
         respective invoices (and in Electron's case for the invoices with
         respect to castings sold by Electron to TBW) for non-Initial Inventory
         in proportion to the accounts payable balances of the Venture owed to
         each of them as compared to the Venture's total accounts payable each
         month.

                  8.4 Payment after the third month for Initial Inventory:
         Beginning on the first day of the fourth month following the Effective
         Date, the Venture will pay TBW and Electron for Initial Inventory sold
         by the Venture in the following percentages of Net Sales:

                                    (i)  to TBW      75.6%
                                    (ii) to Electron 24.4%

                  8.5 Time of Payment to TBW and Electron: The Venture shall pay
         TBW and Electron on account of their respective invoices on or before
         the last day of each month commencing on the last day of the third
         calendar month following the Effective Date for Belted Drive Components
         sold by the Venture during the period beginning on the sixteenth day of
         the second preceding month and ending on the 15th day of the
         immediately preceding month. Payment for any sales made before
         commencement of the first sixty day payment cycle shall be made on the
         last day of the second calendar month following the Effective Date.

All payments to TBW and Electron pursuant to this Section 7 are subject to the
creation of reserves pursuant to Sections 6.5 and 8.6 hereof.

                  8.6 Reserves for Uncollectible Accounts. The Venture shall
         establish a reserve for uncollectible accounts in the amount of two
         tenths of one percent (0.2%) of Net Sales made by the Venture. Accounts
         which are determined to be uncollectible in accordance with Section 8.7
         shall be charged to the reserve, and, to the extent uncollectible
         accounts exceed the amount of the reserve, shall then be charged back
         to the Venturers.



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                  8.7 Adjustments for Bad Debts. The Venture shall writeoff
         accounts determined by TBW, in accordance with its customary practices,
         not to be collectible in the normal course.

         9. Product Characteristics. TBW shall determine the acceptable
dimensional and cosmetic characteristics of all castings included in the Belted
Drive Components and the physical specifications of the iron used in the
production of such castings. TBW, in its reasonable discretion, shall determine
whether castings included in the Belted Drive Components meet the dimensional
and cosmetic characteristics established by TBW. All castings of Belted Drive
Components produced by Electron shall conform to the physical specifications
established by TBW.

         10. Quality Assurance. The Venture shall charge back scrap and
nonconforming, substandard or defective parts to each of TBW and Electron, as
the case may be, by the issuance of Corrective Action Reports. The amounts
charged back to either TBW or Electron, as the case may be, shall be determined
as follows:

                  10.1 Initial Inventory. If a casting included in the Initial
         Inventory does not conform to the required specifications or if the
         machining of an item of Initial Inventory is not performed in
         accordance with specifications established by the Venture in accordance
         with Section 9 hereof, the party casting or machining the component
         shall be charged back an amount equivalent to the attributable transfer
         cost set forth on Schedules 1.1 (a), 1.1 (b) and 1.1 (c).

                  10.2 Nonconforming Castings. A casting produced after the
         Effective Date which does not conform to specifications established by
         the Venture, shall be charged back to the Venturer which produced the
         casting in an amount equivalent to the transfer cost established on
         Schedules 1.1 (a), 1.1 (b) and 1.1 (c) .

                  10.3 Nonconforming Machining. A conforming casting which is
         not machined in conformity with the Venture's specifications, shall be
         charged back to TBW at the transfer cost established on Schedule 1.1
         (a), 1.1 (b) and 1.1 (c). In the event that TBW performs machining on a
         casting which does not conform to the Venture's specifications, the
         party who produced the casting will be charged back for both machining
         and casting at the transfer costs established on Schedules 1.1 (a), 1.1
         (b) and 1.1 (c). TBW, in its reasonable discretion, may decline to
         perform machining on any casting it believes not to conform to the
         Venture's specifications.

                  10.4 Unattributed Nonconformity. If the Venture is unable to
         determine to whom the nonconformity of a product is attributable, TBW
         and Electron shall each be responsible for one-half of the cost of the
         charge back as determined by this Section 10.



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         11. Quality Audit Committee. The Venture shall form a Quality Audit
Committee on the Effective Date which will review the manufacturing operations
of each Venturer annually and make recommendations to the Venture to insure
continuous improvement.

         12. Manufacturing Rationalization. TBW and Electron shall use best
efforts to complete the "Manufacturing Rationalization" as defined hereinafter
on or before the first anniversary of the Effective Date. "Manufacturing
Rationalization" shall mean and include the following components:

                  12.1 Electron will become the exclusive source to TBW for the
         castings to be produced by Electron as established in Schedules 1.1 (a)
         and 1.1 (b).

                  12.2 TBW will become the exclusive source to the Venture for
         the castings to be produced by TBW as established in Schedules 1.1 (b)
         and 1.1 (c).

                  12.3 The Venture may elect to use TBW's patterns relating to
         Belted Drive Components. The Venture shall reimburse the Venturers for
         the costs incurred by either Venturer in transferring or altering TBW's
         patterns in accordance with Schedule 12.3. Electron shall maintain
         TBW's patterns in good working condition. All TBW patterns used by
         Electron shall remain the property of TBW. Routine pattern maintenance
         will be the responsibility of the Venturer actually using the pattern.
         Pattern replacement costs will be billed to the Venture, subject to
         approval of the General Partner of the Venture. Charges to the Venture
         for pattern transfers and alterations shall be limited to those
         patterns transferred by TBW to Electron and alterations specifically
         required by the Venture because of casting design requirements.

                  12.4 Electron shall finish machining any castings that it is
         contributing to the Initial Inventory based on a schedule mutually
         agreeable to the Venturers.

                  12.5 In the event TBW elects to operate a machine shop in
         Littleton, Colorado, Electron shall enter into a lease for its
         Littleton machine shop at a fair market rental rate actually received
         by lessors of comparable space in the metropolitan Denver, Colorado
         area, and TBW shall have an option to purchase the machining equipment
         owned by Electron at its then current fair market value.

                  12.6 The costs of Manufacturing Rationalization shall be borne
         by the Venture. For purposes of this Agreement, costs of Manufacturing
         Rationalization shall include the following:

                           (i)      costs to prepare all drawings and remount
                                    and gate any patterns transferred to
                                    Electron by TBW and costs to alter patterns
                                    where TBW specifications require
                                    alterations;



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                           (ii)     incremental transportation costs to
                                    transport castings from Blackwell, Oklahoma,
                                    to Chambersburg, Pennsylvania, and from
                                    Littleton, Colorado, to Stratford, Ontario,
                                    Canada and Chambersburg, Pennsylvania;

                           (iii)    tooling costs required due to changes in
                                    castings from TBW standard castings design
                                    to Electron castings design to manufacture
                                    the Belted Drive Components;

                           (iv)     costs associated with relocating equipment
                                    (including disassembly, transportation,
                                    reassembly and operator training, if
                                    required); and

                           (v)      one time expenses related to modifying or
                                    adding hardware and software.

         13. Title to Fixed Assets and Other Items. Title to all fixed assets,
plant, equipment and, except as provided in Section 17 hereinafter, intellectual
property rights, patterns and tooling of each of TBW and Electron shall remain
the property of TBW and Electron, respectively.

         14. Insurance. TBW and Electron shall each name the other Venturer, the
General Partner and the Venture as additional insureds on their respective
product liability and public liability insurance policies which shall be in
amounts commercially reasonable for the types of manufacturing activities
conducted by the Venture. Initially, the limits of liability coverage shall not
be less than One Million Dollars ($1,000,000.00) for product liability insurance
and Three Million Dollars ($3,000,000.00) for public liability insurance per
occurrence.

         15. Salient Terms of Venture's Limited Partnership Agreement. The terms
and conditions governing the Venture, including, without limitation, management,
allocation of income and losses, distribution of profits, limitations on
ownership and disposition of equity interests, financial reporting, meetings and
term of existence will be addressed in the Venture's Limited Partnership
Agreement which shall be executed by TBW and Electron on or before July 1, 1999.
The Limited Partnership Agreement shall contain the following terms and
conditions:

                  15.1 Ownership. The Interests in the Venture shall be held as
         follows:

                           General Partner   .50% Interest as general partner
                           TBW             75.35% Interest as limited partner
                           Electron        24.15% Interest as limited partner

         TBW shall hold a 75.6% Interest in the General Partner and Electron
         shall hold a 24.4% Interest in the General Partner.



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                  15.2 Capital Accounts. TBW and Electron will each have capital
         accounts in both the General Partner and the Venture which will be
         established and maintained in accordance with the requirements of the
         Internal Revenue Code and the Regulations of the Internal Revenue
         Service. The initial capital account balance on the Effective Date in
         the General Partner will be Zero Dollars ($0.00) and in the Venture
         will be One Hundred Dollars ($100.00).

                  15.3 Allocation of Taxable Income and Tax Losses and Profits.
         The taxable income and tax losses of the Venture for each fiscal year
         shall be allocated, and all distributions of profits shall be made, as
         follows:

                           (i)      taxable income and tax losses of the Venture
                                    shall be allocated to each of the General
                                    Partner, TBW and Electron in proportion to
                                    their Interests; and

                           (ii)     all distributions of profits shall be made
                                    to each of the General Partner, TBW and
                                    Electron in proportion to their respective
                                    Interests and shall be made at the end of
                                    each calendar month or as soon as
                                    practicable thereafter. The cash account
                                    balance of the Venture, after provision for
                                    bad debt and obsolete inventory reserves,
                                    shall be brought to zero at the end of each
                                    calendar month.

                  15.4 General Partner. The general partner of the Venture shall
         be TBWE Belt Drive Systems LLC, whose managers shall be the following
         individuals and their successors:

                           (i)      President and Chief Operating Officer of
                                    Electron;

                           (ii)     Vice President/General Manager of TBW's
                                    Mechanical Division; and

                           (iii)    a senior executive of TBW selected, in its
                                    sole discretion, by TBW.

                  15.5 Meetings of Managers of the General Partner. During the
         first year following the Effective Date, the managers of the General
         Partner shall meet quarterly in person. After the first anniversary of
         the Effective Date, the managers of the General Partner shall meet no
         fewer than two (2) times per year. The managers shall hold an annual
         meeting which the Chairman and Chief Executive Officer of Electron and
         the President of TBW shall be invited. The Chairman and Chief Executive
         Officer of Electron and the President of TBW shall be given at least
         two (2) weeks notice of the annual meeting. In the event that either
         the Chairman and Chief Executive Officer of Electron or the President
         of TBW are unable to attend the annual meeting of the Managers of the
         General Partner, reasonable efforts shall be made to reschedule the
         meeting to accommodate the attendance of such persons.



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                  15.6 Major Decisions. All "Major Decisions", as defined
         hereinafter, shall only be made by unanimous vote of all managers of
         the General Partner. TBW shall manage the daily affairs of the Venture
         pursuant to the M&AS Agreement in form and substance acceptable to both
         TBW and Electron. "Major Decisions" which shall be made only by
         unanimous agreement of all managers of the General Partner, and shall
         be limited to the following:

                           (i)      mortgaging, pledging or subjecting to a
                                    security interest on any portion of the
                                    Venture's assets, except for customary liens
                                    contained in or arising under any purchase
                                    money security interests or similar
                                    agreements binding the Venture's assets;

                           (ii)     admission of an additional or substitute
                                    joint venture member (except an assignee of
                                    a Venturer as permitted on Section 25
                                    hereinafter);

                           (iii)    any transaction with an affiliate of either
                                    TBW or Electron, unless expressly permitted
                                    in this Joint Venture Agreement;

                           (iv)     merger or combination of the Venture with
                                    any other person;

                           (v)      binding the Venture to any contract or
                                    agreement regarding any matter beyond the
                                    scope of the Venture;

                           (vi)     any action regarding the assets or business
                                    of the Venture which benefits either
                                    Venturer or its respective affiliates to the
                                    detriment of the other Venturer or the
                                    Venture, including, without limitation,
                                    appropriation or use of proprietary
                                    information, business opportunities, funds
                                    or other assets;

                           (vii)    changing the transfer costs of Belted Drive
                                    Components to an amount different from the
                                    transfer costs set forth on Schedules 1.1
                                    (a), 1.1 (b) and 1.1 (c); and

                           (viii)   borrowing any funds on behalf of the Venture
                                    on an unsecured basis, except trade debt
                                    incurred in the ordinary course of business
                                    and funds borrowed from either Venturer for
                                    working capital purposes.


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                  15.7 Inability to Achieve Unanimous Agreement on Major
         Decisions. In the event that the managers of the General Partner are
         unable to achieve unanimous agreement on a Major Decision within thirty
         (30) days after the date of the meeting at which the issue requiring
         the Major Decision was presented for vote, the President of TBW and the
         Chairman and Chief Executive Officer of Electron shall have a period of
         sixty (60) days to deliberate and reach consensus. If the President of
         TBW and the Chairman and Chief Executive Officer of Electron are not
         able to reach consensus within ninety (90) days after the issue
         requiring a Major Decision was presented for vote, then either of the
         Venturers shall have the option of submitting the issue to binding
         arbitration, subject to the following limitations:

                           (i)      in the event the President of TBW and the
                                    Chairman and Chief Executive Officer of
                                    Electron agree to terminate the Venture
                                    rather than to proceed to arbitration, TBW
                                    shall have the option to acquire Electron's
                                    Interest in the Venture and in the General
                                    Partner for an aggregate purchase price
                                    equal to the average of the Call Price and
                                    the Put Price as determined in accordance
                                    with Sections 16.4 and 16.5 hereinafter;

                           (ii)     in the event Electron elects to submit the
                                    issue to arbitration and TBW declines to
                                    participate in the arbitration proceeding,
                                    TBW shall purchase Electron's Interest in
                                    the Venture and in the General Partner for
                                    an aggregate purchase price equal to the
                                    Call Price as determined in accordance with
                                    Section 16.4 hereinafter; and

                           (iii)    in the event TBW elects to submit the issue
                                    to arbitration and Electron declines to
                                    participate in the arbitration proceeding,
                                    TBW shall be entitled to acquire Electron's
                                    Interest in the Venture and in the General
                                    Partner for an aggregate purchase price
                                    equal to the Put Price as determined in
                                    accordance with Section 16.5 hereinafter.

                  15.8 Termination of Venture. The Venture and the General
         Partner shall terminate upon the occurrence of the earliest of the
         following events: (i) the Venturers agree to a termination of the
         Venture; (ii) all of the Venturers' interests in the Venture and in the
         General Partner are held by one of the Venturers; or (iii) the Venture
         is terminated unilaterally pursuant to Section 16 below. The Venture
         may be terminated at the election of either Venturer if the other
         Venturer Fails to Perform (as defined herein) and the defaulting
         Venturer has not implemented an acceptable corrective action plan
         within ten (10) days after issuance of a Corrective Action Report by or
         on behalf of the Venture.



<PAGE>

                  15.9 Books and Records. The Venture shall maintain complete
         and accurate books of all transactions, expenses and income which shall
         be available to each of the Venturers at any time upon reasonable
         notice for review and copying. Either Venturer shall have the right to
         audit the books and records of the Venture at any reasonable time upon
         ten (10) days prior written notice to the Venture and the other
         Venturer. Any such audit requested by one of the Venturers shall be at
         the expense of the Venturer requesting the audit. Notwithstanding the
         foregoing sentence and as provided in Section 22 below, the Venture
         shall cause an annual audit to be performed by the Venture's
         independent accounting firm at the cost of the Venture.

         16. Unilateral Termination of Joint Venture. Except as provided in
Section 16.1 hereinafter, either Venturer may elect unilaterally to terminate
the Venture. In the event that either Venturer should elect to terminate the
Venture, the Interest of Electron in the Venture and in the General Partner
shall be purchased by TBW as follows:

                  16.1 Unilateral Termination by TBW before First Anniversary of
         Effective Date. If TBW elects to terminate the Venture before the first
         anniversary of the Effective Date, TBW shall acquire Electron's
         Interest in the Venture and in the General Partner for a purchase price
         equivalent to the sum of Seven Million Twelve Thousand and 00/100
         Dollars ($7,012,000.00) plus any Trade Accounts Payable Balance owed by
         the Venture to Electron. Electron shall not be entitled to terminate
         the Venture unilaterally during the first year after the Effective
         Date, except as provided in Section 16.2.1 below.

                  16.2 Termination by Either Venturer for Failure of Other
         Venturer to Perform before First Anniversary of Effective Date. If
         either Venturer shall elect to terminate the Venture because of the
         Failure to Perform of the other Venturer commencing before the First
         Anniversary of the Effective Date, TBW shall purchase Electron's
         Interest in the Venture and in the General Partner for the following
         purchase prices:

                           16.2.1 Failure of TBW to Perform: The Trade Accounts
                  Payable Balance owed by the Venture to Electron plus
                  ninety-seven and six-tenths percent (97.6%) of the operating
                  income of the Venture from the Effective Date to the
                  commencement date of TBW's Failure to Perform plus the product
                  of Seven Million Twelve Thousand and 00/100 Dollars
                  ($7,012,000.00) multiplied by a fraction having as a numerator
                  the difference between the number 365 less the days elapsed
                  between the Effective Date and the commencement date of TBW's
                  Failure to Perform divided by the number 365.

                           16.2.2 Failure of Electron to Perform: The Trade
                  Accounts Payable Balance owed by the Venture to Electron plus
                  seventy-three and two-tenths percent (73.2%) of the Operating
                  Income of the Venture from the Effective Date to the
                  commencement date of Electron's Failure to Perform plus the
                  product of Five Million Two Hundred Fifty-Nine Thousand and
                  00/100 Dollars ($5,259,000.00) multiplied by a fraction having
                  as a numerator the difference between the number 365 less the
                  days elapsed between the Effective Date and the commencement
                  date of Electron's Failure to Perform divided by the number
                  365.




<PAGE>

                  16.3 Unilateral Termination by TBW after the First Anniversary
         of the Effective Date but Before the Third Anniversary of the Effective
         Date. If TBW elects to terminate the Venture after the first
         anniversary of the Effective Date but before the third anniversary of
         the Effective Date, TBW shall acquire Electron's interest in the
         Venture and in the General Partner for a purchase price equivalent to
         the Trade Accounts Payable Balance owed by the Venture to Electron plus
         the greater of (i) Seven Million Twelve Thousand and 00/100 Dollars
         ($7,012,000.00) or (ii) ninety-seven and six-tenths percent (97.6%) of
         the Venture's Operating Income for the most recent period of twelve
         (12) consecutive calendar months.

                  16.4 Unilateral Termination by TBW after the Third Anniversary
         of the Effective Date. If TBW elects to terminate the Venture after the
         third anniversary of the Effective Date, TBW shall acquire Electron's
         Interest in the Venture and in the General Partner for a purchase price
         equivalent to ninety-seven and six-tenths percent (97.6%) of the
         Venture's Operating Income for the prior twelve (12) calendar months
         plus any Trade Accounts Payable Balance owed by the Venture to Electron
         (collectively the "Call Price").

                  16.5 Unilateral Termination by Electron after the First
         Anniversary of the Effective Date. If Electron elects to terminate the
         Venture, TBW shall acquire Electron's interest in the Venture and in
         the General Partner for the sum of seventy-three and two-tenths percent
         (73.2%) of the Venture's Operating Income for the prior twelve (12)
         calendar months plus any Trade Accounts Payable Balance owed by the
         Venture to Electron (collectively the "Put Price").

For purposes of the purchase price calculations of this Section 16, the Trade
Accounts Payable Balance allocable to Electron's Initial Inventory shall not
exceed a sum equivalent to the dollar volume of Net Sales in calendar year 1998
of each such item of Initial Inventory multiplied by two (2).

         17. Disposition of Assets Upon Termination of Venture. In the event the
Venture is terminated by agreement of the Venturers, unilateral termination by
either Venturer as provided for in Section 15.8 and 16 of this Agreement or
otherwise ceases to exist , all assets of the Venture, including, but not
limited to, intellectual property rights (if any), patterns, tooling (if any),
inventory and accounts receivable, and all intellectual property rights,
patterns and tooling of Electron required for or utilized in the manufacture of
Belted Drive Components will become the exclusive property of TBW.



<PAGE>


         18.      Electron's Agreement Not to Compete.

                  18.1 Agreement Not To Compete. Except as otherwise
         specifically provided in Subsection 18.2 hereinafter, Electron agrees
         that,

                           18.1.1 with respect to castings for Belted Drive
                  Components, for a period of three (3) years after termination
                  of the Venture (provided that termination is the result of
                  unilateral termination by Electron, termination by mutual
                  agreement or termination because of Electron's Failure to
                  Perform); and

                           18.1.2 with respect to finished goods comprising
                  Belted Drive Components, for a period of ten (10) years after
                  termination of the Venture (provided that termination is the
                  result of unilateral termination by Electron, termination by
                  mutual agreement or termination because of Electron's Failure
                  to Perform),

Electron will not compete with either TBW or the Venture, either directly or
indirectly, in the production, manufacture and sale of Belted Drive Components
in the Restricted Territory.

                  18.2 Agreement Upon Unilateral Termination by TBW. Electron
         agrees that, in the event TBW terminates the Venture pursuant to
         Sections 16.1, 16.2.1, 16.3 or 16.4 above, Electron will not compete
         with either TBW or the Venture, either directly or indirectly, in the
         production, manufacture and sale of Belted Drive Components in the
         Restricted Territory with respect to finished goods comprising Belted
         Drive Components, for a period of ten (10) years after termination of
         the Venture. TBW acknowledges that should TBW terminate the Venture
         pursuant to Section 16.1, 16.2.1, 16.3 or 16.4 above, Electron shall be
         allowed to compete with TBW or the Venture, either directly or
         indirectly, in the production, manufacture and sale of castings for
         Belt Drive Components in the Restricted Territory provided that such
         sales by Electron are solely to customers who are not related persons,
         affiliates or under common control with Electron.

         19. Ownership of Interest in Competing Business. TBW and Electron
covenant, represent and warrant that, with the exception of Groupo Blaju, TBW's
Mexican subsidiary, neither TBW nor Electron, nor any of their respective
affiliates, currently own or will acquire, either directly or indirectly, an
interest in any entity, division or person which shall manufacture and sell
products substantially similar to the Belted Drive Components. In the event that
either TBW or Electron in the future seeks to acquire a business or entity
(other than Groupo Blaju) which manufactures and sells products substantially
similar to the Belted Drive Components, either Venturer may acquire such
operation, business or entity provided that the other Venturer is offered an
equity interest proportionate to its share of the Venture. Except as expressly
provided in Section 20.2 hereinafter, Groupo Blaju, and the manufacture and sale
by it of any products competitive with the Venture, shall not be deemed part of
the Venture, nor will sales by Groupo Blaju into the Restricted Territory be
considered part of the Venture or subject to the limitations on competing
businesses contained in this section.



<PAGE>

         20.      Transactions With or Involving Groupo Blaju.

                  20.1 Sales to Groupo Blaju. The Venture shall sell Belted
         Drive Components to, and as required by, Groupo Blaju at a price of One
         hundred Twenty Percent (120%) of the cost of such Belted Drive
         Components to the Venture.

                  20.2 United States Designed Products Sold in Restricted
         Territory (Excluding Mexico) by Groupo Blaju. All Belted Drive
         Components designed in the United States, manufactured by Groupo Blaju
         and sold directly or indirectly in the Restricted Territory (with the
         exception of Mexico) shall be deemed to be Belted Drive Components
         manufactured by TBW for purposes of this Agreement.

                  20.3 Belted Drive Components Designed Elsewhere and Sold by
         Groupo Blaju. Except as provided in Section 20.2 above, all Belted
         Drive Components designed, manufactured and sold by Groupo Blaju
         (including, without limitation, IBSA and TIBSA brands) shall not be
         subject to the terms of this Agreement and may be sold by Groupo Blaju
         without restriction.

         21. Corrective Action Plan. Either Venturer who is alleged to have
Failed to Perform shall submit a corrective action of plan to the Venture within
ten (10) days after issuance of a Corrective Action Report by the other Venturer
on behalf of the Venture which shall state in reasonable detail the proposed
corrective action.

         22. Alternate Sources of Supply of Product. TBW, under its obligations
under the M&AS Agreement and on behalf of the Venture, shall have the right to
purchase castings from an alternate source or to manufacture castings comprising
Belted Drive Components in the event that Electron Fails to Perform. Upon the
occurrence of a Failure to Perform by Electron, and if either TBW (on behalf of
the Venture) or the Venture purchases castings comprising Belted Drive
Components from an alternate source, the Venture shall be reimbursed by Electron
in an amount equivalent to (i) the difference between the cost to the Venture of
acquiring substitute castings and the price listed on Schedules 1.1 (a) and 1.1
(b); plus (ii) a management fee in the amount of ten percent (10%) of the price
listed on Schedules 1.1 (a) and 1.1 (b). In the event that Electron Fails to
Perform and TBW manufactures replacement castings to be sold to the Venture,
Electron shall reimburse TBW for the actual costs to TBW of producing the
castings plus a management fee in the amount of ten percent (10%) of such costs.
In the event TBW Fails to Perform, the Venture shall have the right to have
castings machined by an alternate source, and TBW shall reimburse the Venture in
an amount equivalent to (i) the difference between the actual costs to the
Venture of machining and the price listed on Schedules 1.1 (b) and 1.1 (c); plus
(ii) a management fee in the amount of ten percent (10%) of the costs of such
machining.



<PAGE>


         23. TBW Marketing and Administrative Services Agreement. TBW shall
enter into the M&AS Agreement with the Venture providing, among other things,
for the following reporting services:

                  (i)      within thirty (30) days after the end of each
                           calendar month, a product sales analysis for Belted
                           Drive Components reporting, in reasonable detail, the
                           Venture's sales for such month and any forecast of
                           sales activity for the current month;

                  (ii)     within thirty (30) days after the end of each
                           calendar month, a monthly profit and loss statement,
                           balance sheet, statement of cash flows and accounts
                           receivable aging for the Venture;

                  (iii)    (a) within thirty (30) days after the end of each
                           calendar quarter unaudited financial statements as of
                           the end of the such period, including a balance sheet
                           and statement of income and interest holder's equity,
                           prepared in accordance with generally accepted
                           accounting principles and a schedule reflecting, for
                           such period, the Venture's capital expenditures and a
                           schedule showing the capital account balance of each
                           partner of the Venture; and (b) within seventy-five
                           (75) days after the end of each calendar year,
                           audited financial statements as of the end of the
                           such period, including a balance sheet and statement
                           of income and Interest holder's equity, prepared in
                           accordance with generally accepted accounting
                           principles and accompanied by a report of the
                           Venture's independent certified public accounting
                           firm, a schedule reflecting, for such period, the
                           Venture's capital expenditures and a schedule showing
                           the capital account balance of each partner of the
                           Venture;

                  (iv)     not less than fifteen (15) days before the date on
                           which the Venture files its federal income tax return
                           or any state or local income tax returns, a copy of
                           the income tax returns proposed to be filed for the
                           Venture; and

                  (v)      a monthly 12-month rolling sales forecast for the
                           Venture.

The Venture's independent certified public accounting firm shall be a nationally
recognized accounting firm approved jointly by TBW and Electron.

         24. Indemnification of Venturers. The Venture and the General Partner
shall defend, indemnify and hold harmless TBW, Electron and their respective
affiliates, officers, directors, partners, stockholders, employees or other
agents from and against all claims, demands and liabilities (including attorneys
fees) arising in connection with the Venture and the General Partner; provided,
however, that the Venture and the General Partner shall not be obligated to
defend, indemnify and hold harmless the Venturers with respect to any claim,
demand or liability arising out of the Venturer's gross negligence, willful
misconduct or intentional violation of applicable law or breach of this
Agreement or breach of any requirements, management services or administrative
services agreement between the Venturer and both the Venture and the General
Partner. The agreement of indemnity is between each Venturer and the Venture,
and neither Venturer shall be liable to indemnify the other Venturer except (i)
for the material breach of any covenant, representation or warranty contained in
this Agreement; or (ii) a material breach of any other term or condition of this
Agreement.



<PAGE>


         25. Limitations on Assignability. The Venturers shall be entitled to
assign their Interests in the Venture and the General Partner, provided that the
proposed assignee has the financial strength, ability and industry experience
necessary to perform competently and efficiently the obligations of the
assigning Venturer under this Agreement. Except as expressly provided in the
foregoing sentence, neither Venturer shall have the right to mortgage, pledge,
assign, transfer or sell its Interest in the Venture and the General Partner
without the consent of the other Venturer or delegate its duties in connection
with the operation of the Venture without the consent of the other Venturer, and
any attempted assignment, or any attempt to assign, convey or otherwise transfer
or sell any interest in the Venture or the General Partner not in accordance
with this Agreement, shall be null and void.

         26. Termination of Venture. The Venture shall continue until
terminated. In the event the Venture is terminated, TBW shall purchase the
Interest of Electron in the Venture and in the General Partner for a purchase
price determined in accordance with the formula stated in Section 15.7 (i)
hereof. Upon termination, the Venture shall be dissolved and immediately
commence to wind up its business and affairs, liquidate all assets and pay all
debts and liabilities first owing to other than the Venturers, then those owing
to the Venturers, and finally distribute equally to the Venturers any net
proceeds, assets or funds remaining in the Venture. The Venturers agree to
proceed with due diligence to complete dissolution, liquidation and distribution
in a prompt manner. Notwithstanding anything to the contrary contained herein,
this Agreement may be terminated immediately by either Venturer by written
notice upon the occurrence of any of the following events:

                  (i) the other Venturer seeks protection under the bankruptcy
         or insolvency laws of the United States of America or any other
         jurisdiction,

                  (ii) a petition for bankruptcy or the appointment of a
         receiver or similar action is filed against the other Venturer and is
         not dismissed within ninety (90) days thereafter, or

                  (iii) the other Venturer makes any assignment for the benefit
         of its creditors.

Additionally, if either party hereto shall be dissolved an its business
terminated, this Agreement shall automatically terminate upon the effectiveness
of such dissolution.


<PAGE>

         27. Representations and Warranties of TBW. TBW represents and warrants
to Electron as follows:

                  27.1  Corporate Authority and Approvals.

                           27.1.1 Organization and Standing of TBW. TBW is a
                  corporation duly organized, validly existing under the laws of
                  the Commonwealth of Pennsylvania, and has full corporate power
                  to own its properties and to carry on its business as now
                  being conducted. TBW is duly qualified, licensed, or
                  domesticated and in good standing as a foreign corporation and
                  authorized to do business in each jurisdiction in which the
                  character of its properties or the nature of its business
                  requires such license, qualification or authorization, and a
                  list of those states where TBW is so licensed, qualified, or
                  domesticated is set forth in Schedule 27.1.1.

                           27.1.2 Corporate Approvals. TBW has obtained all
                  corporate authorizations and approvals required for the
                  execution and delivery of this Agreement as well as the
                  execution and delivery of all other documents, agreements,
                  certificates or instruments which are to be executed by TBW in
                  connection with this transaction (the "Other TBW Instruments")
                  and the consummation of the transactions contemplated by this
                  Agreement. This Agreement and the Other TBW Instruments have
                  been duly executed and delivered by TBW are the valid and
                  binding obligations of TBW, enforceable against TBW in
                  accordance with their respective terms, except to the extent
                  that enforceability may be limited or affected by bankruptcy,
                  insolvency, reorganization, fraudulent transfer, moratorium or
                  other laws relating to or affecting generally the enforcement
                  of debtor's or contracting parties' rights, and to the extent
                  that the availability of the remedy of specific performance or
                  of injunctive relief or other equitable relief with respect to
                  the enforceability of such obligations is subject to the
                  discretion of the court before which any proceeding therefor
                  may be brought.

                           27.1.3 No Violation of Other TBW Instruments. Neither
                  the execution and delivery of this Agreement or the Other TBW
                  Instruments by TBW nor the consummation of the transactions
                  contemplated hereby will conflict with, result in a breach of
                  or constitute a default under the corporate charter or by-laws
                  of TBW or any contract, instrument, agreement or understanding
                  to which TBW is a party or by which it or any of its
                  properties is bound, nor will it result in acceleration in the
                  time for performance of any obligation under any contract or
                  instrument, nor will it result in the creation or imposition
                  of any lien, charge or encumbrance upon any asset transferred
                  under this Agreement, nor give rise to any right of
                  determination, nor will it result in the violation of any law,
                  statute, ordinance, rule or regulation applicable to TBW.


<PAGE>


                  27.2 Description and Condition of Inventory. TBW's inventories
         of Belted Drive Components are (i) usable and saleable in the ordinary
         course of business at prevailing market prices without discount; and
         (ii) owned free and clear of all liens, claims, charges and
         encumbrances of any kind or nature.

                  27.3 Litigation. There is no action, proceeding, governmental
         investigation or other legal or administrative proceeding pending or,
         to the knowledge of TBW, threatened, against or relating to TBW, or its
         officers or employees, or its properties, assets or business or the
         transactions contemplated by this Agreement or that would interfere
         with the performance by TBW of this Agreement.

                  27.4 Taxes. TBW has no tax deficiency or claim outstanding,
         proposed or, to its knowledge, assessed against it with respect to any
         taxes, including, without limitation, income, property, sales, use,
         franchise, added value, employee's income withholding and social
         security taxes, imposed by the United States or by any foreign country
         or by any state, municipality, subdivision or instrumentality of the
         United States or of any foreign country, or by any other taxing
         authority, and TBW has made timely filings of all tax returns due to
         all such taxing authorities.

                  27.5 Permits; Governmental Approvals. TBW possesses all
         material franchises, licenses, permits and other authority as are
         necessary for the conduct of TBW's business and is not in default in
         any material respect under any of such franchises, permits, licenses or
         other authority. No approval, consent, authorization or other order of,
         and no consent, designation, filing, registration, qualification or
         recordation with, any governmental authority is required in connection
         with the execution, delivery and performance of this Agreement or the
         consummation of the transactions contemplated hereby.

                  27.6 Operations in Conformity With Law. TBW's operations, as
         presently conducted, are not in material violation of any law or
         regulation, including, without limitation, any applicable building
         code, zoning ordinance, law relating to the employment of labor
         (including provisions thereof relating to wages, hours, equal
         opportunity, collective bargaining, age, pregnancy, disability and sex
         discrimination and the payment of social security and other taxes),
         regulation of the Federal Occupational Safety and Health
         Administration, or any law regarding protection of the environment or
         the use, storage or disposal of hazardous wastes.




<PAGE>

Neither the warranties and representations made by TBW in this Agreement and the
Other TBW Instruments, nor the financial statements furnished by TBW, nor any
certificate or memorandum furnished or to be furnished by TBW, or on its behalf,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements herein or
therein not misleading. All representations and warranties of TBW shall be true
on and as of the Closing Date with substantially the same effect as if made on
and as of such date.

         28. Covenants of TBW. TBW shall hold in strict confidence all
confidential data and information obtained from Electron, or any officer, agent
or representative of Electron:

                  28.1 Expenses of Acquisition Transaction. TBW shall pay all of
         its expenses in connection with the transactions contemplated by this
         Agreement, including, without limitation, the fees and expenses of its
         legal counsel and accountants.

                  28.2 Notice of Breach of Representation or Warranty. Promptly
         upon TBW becoming aware of the occurrence of, or the impending or
         threatened occurrence of, any event which would cause or constitute a
         breach, or would have caused or constituted a breach had such event
         occurred prior to the date hereof, of any of the representations and
         warranties of TBW contained in or referred to in this Agreement, TBW
         shall give detailed written notice thereof to Electron.

         29. Representations and Warranties of Electron. Electron represents and
warrants that:

                  29.1  Corporate Authority and Approvals.

                           29.1.1 Organization and Standing of Electron.
                  Electron is a corporation duly organized, validly existing
                  under the laws of the State of Colorado, and has full
                  corporate power to own its properties and to carry on its
                  business as now being conducted. Electron is duly qualified,
                  licensed, or domesticated and in good standing as a foreign
                  corporation and authorized to do business in each jurisdiction
                  in which the character of its properties or the nature of its
                  business requires such license, qualification or
                  authorization, and a list of those states where Electron is so
                  licensed, qualified, or domesticated is set forth in Schedule
                  29.1.1.

                           29.1.2 Corporate Approvals. Electron has obtained all
                  corporate authorizations and approvals required for the
                  execution and delivery of this Agreement as well as the
                  execution and delivery of all other documents, agreements,
                  certificates or instruments which are to be executed by
                  Electron in connection with this transaction (the "Other
                  Electron Instruments") and the consummation of the
                  transactions contemplated by this Agreement. This Agreement
                  and the Other Electron Instruments have been duly executed and
                  delivered by Electron and are the valid and binding
                  obligations of Electron enforceable against Electron in
                  accordance with their respective terms, except to the extent
                  that enforceability may be limited or affected by bankruptcy,
                  insolvency, reorganization, fraudulent transfer, moratorium or
                  other laws relating to or affecting generally the enforcement
                  of debtor's or contracting parties' rights, and to the extent
                  that the availability of the remedy of specific performance or
                  of injunctive relief or other equitable relief with respect to
                  the enforceability of such obligations is subject to the
                  discretion of the court before which any proceeding therefor
                  may be brought.



<PAGE>


                           29.1.3 No Violation of Other Electron Instruments.
                  Neither the execution and delivery of this Agreement or the
                  Other Electron Instruments by Electron nor the consummation of
                  the transactions contemplated hereby will conflict with,
                  result in a breach of or constitute a default under the
                  corporate charter or by-laws of Electron or any contract,
                  instrument, agreement or understanding to which Electron is a
                  party or by which it or any of its properties is bound, nor
                  will it result in acceleration in the time for performance of
                  any obligation under any contract or instrument, nor will it
                  result in the creation or imposition of any lien, charge or
                  encumbrance upon any asset transferred under this Agreement,
                  nor give rise to any right of determination, nor will it
                  result in the violation of any law, statute, ordinance, rule
                  or regulation applicable to Electron.

                  29.2 Description and Condition of Inventory. Electron's
         inventories of Belted Drive Components are (i) usable and saleable in
         the ordinary course of business at prevailing market prices without
         discount; and (ii) owned free and clear of all liens, claims, charges
         and encumbrances of any kind or nature.

                  29.3 Litigation. There is no action, proceeding, governmental
         investigation or other legal or administrative proceeding pending or,
         to the knowledge of Electron, threatened, against or relating to
         Electron, or its officers or employees, or its properties, assets or
         business or the transactions contemplated by this Agreement or that
         would materially interfere with the performance by Electron of this
         Agreement.

                  29.4 Taxes. Electron has no tax deficiency or claim
         outstanding, proposed or, to its knowledge, assessed against it with
         respect to any taxes, including, without limitation, income, property,
         sales, use, franchise, added value, employee's income withholding and
         social security taxes, imposed by the United States or by any foreign
         country or by any state, municipality, subdivision or instrumentality
         of the United States or of any foreign country, or by any other taxing
         authority, and Electron has made timely filings of all tax returns due
         to all such taxing authorities.



<PAGE>


                  29.5 Permits; Governmental Approvals. Electron possesses all
         material franchises, licenses, permits and other authority as are
         necessary for the conduct of Electron's business and is not in default
         in any material respect under any of such franchises, permits, licenses
         or other authority. No approval, consent, authorization or other order
         of, and no consent, designation, filing, registration, qualification or
         recordation with, any governmental authority is required in connection
         with the execution, delivery and performance of this Agreement or the
         consummation of the transactions contemplated hereby.

                  29.6 Operations in Conformity With Law. Electron's operations,
         as presently conducted, are not in material violation of any law or
         regulation, including, without limitation, any applicable building
         code, zoning ordinance, law relating to the employment of labor
         (including provisions thereof relating to wages, hours, equal
         opportunity, collective bargaining, age, pregnancy, disability and sex
         discrimination and the payment of social security and other taxes),
         regulation of the Federal Occupational Safety and Health
         Administration, or any law regarding protection of the environment or
         the use, storage or disposal of hazardous wastes.



<PAGE>







Neither the warranties and representations made by Electron in this Agreement
and the Other Electron Instruments, nor the financial statements furnished by
Electron , nor any certificate or memorandum furnished or to be furnished by
Electron, or on its behalf, contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact necessary to make
the statements herein or therein not misleading. All representations and
warranties of the Electron shall be true on and as of the Closing Date with
substantially the same effect as if made on and as of such date.

         30. Covenants of Electron. Electron shall hold in strict confidence all
confidential data and information obtained from TBW, or any officer, agent or
representative of TBW.

                  30.1 Expenses of Acquisition Transaction. Electron shall pay
         all of its expenses in connection with the transactions contemplated by
         this Agreement, including, without limitation, the fees and expenses of
         its legal counsel and accountants.

                  30.2 Notice of Breach of Representation or Warranty. Promptly
         upon Electron becoming aware of the occurrence of, or the impending or
         threatened occurrence of, any event which would cause or constitute a
         breach, or would have caused or constituted a breach had such event
         occurred prior to the date hereof, of any of the representations and
         warranties of Electron contained in or referred to in this Agreement,
         Electron shall give detailed written notice thereof to TBW.

         31. Notices. All notices or other communications required or to be
given hereunder shall be in writing and shall be deemed duly given when received
or presented for delivery to the person entitled thereto at the addresses set
forth above, or at such other address as the Venturer may notify the other
Venturer from time to time by written notice.

         32. Modification. This agreement may not be amended, modified or
rescinded, or any term or provision hereof waived, except by written agreement
signed by all of the Venturers, or, in the case of a waiver, signed by the
Venturer sought to be charged therewith.

         33. Binding Effect. This agreement shall be binding upon and shall
inure to the benefit of and be enforceable by the Venturers and their respective
representatives, heirs, successors and permitted assigns, if any.

         34. Governing Laws. This agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania.

         35. Integration. This agreement and the Schedules and Exhibits hereto
set forth the entire agreement and understanding among the Venturers relating to
the subject matter hereof and all prior agreements, understandings and
discussions relating to same are hereby made null and void.

<PAGE>
         36. Partial Invalidity. If any term or provision of this agreement is
held by a court of competent jurisdiction to be invalid or unenforceable, in
whole or in part, the rest and remainder of this agreement and the application
of such provision to other circumstances and/or persons, shall remain valid and
enforceable to the fullest extent permitted by law.

         37. Arbitration of Disputes. Any action, dispute, claim, or
controversy, whether sounding in contract, tort, or otherwise arising with
respect to this Agreement or relating to the other agreements contemplated by
this Agreement (the "Dispute" or "Disputes"), may, but is not required to, be
resolved by arbitration as set forth below. If taken to arbitration, such
disputes shall be resolved by binding arbitration in accordance with Title 9 of
the United States Code and the Commercial Arbitration Rules of the American
Arbitration Association ("AAA"). In the event of any inconsistency between such
Rules and these arbitration provisions, these provisions shall supersede such
Rules. All statutes of limitation which would otherwise be applicable shall
apply to any arbitration proceeding. In any arbitration proceeding subject to
these provisions, the arbitrator is specifically empowered to decide pre-hearing
motions which are substantially similar to pre-hearing motions to dismiss and
motions for summary adjudication. Judgment upon the award rendered may be
entered in any court having jurisdiction. A judgment entered on an arbitrator's
award shall not be appealable by either of The Venturers or the Venture.
Whenever an arbitration is elected, the parties shall select an arbitrator in
the manner provided in subsection 37.1.

                  37.1 Whenever an arbitration is elected under Section 37 of
         this Agreement, the arbitrator shall be selected in accordance with the
         Commercial Arbitration Rules of the AAA. Any arbitrator selected under
         this subsection shall be knowledgeable in the subject matter of this
         Dispute.

                  37.2 In the event of any Dispute governed by this section, the
         party who does not prevail with respect to such Dispute shall pay all
         of its own expenses, the arbitrator's fees and all costs and fees
         (including attorneys' fees, administrative fees, arbitrator's fees, and
         court costs) of and to the prevailing party.

         38. Consent to Jurisdiction and Venue. With regard to any matters not
subject to arbitration as provided in Section 37 above, TBW and Electron hereby
consent to the exclusive jurisdiction of the courts designated in this Section
38 hereinafter in any and all actions or proceedings arising hereunder or
pursuant hereto, and irrevocably agree to service of process by personal service
upon them or by certified or registered mail, return receipt requested, directed
to the Venturers at their respective last know addresses.

<PAGE>
                  38.1 Actions or Proceedings Commenced by TBW: TBW and Electron
         consent to the exclusive jurisdiction of the federal and state courts
         sitting in Colorado in any and all actions or proceedings commenced by
         TBW against Electron and arising hereunder or pursuant hereto.

                  38.2 Actions or Proceedings Commenced by Electron: TBW and
         Electron consent to the exclusive jurisdiction of the federal and state
         courts sitting in Pennsylvania in any and all actions or proceedings
         commenced by Electron against TBW and arising hereunder or pursuant
         hereto.

         39. Headings. The headings and subheadings contained in the titling of
this Agreement are intended to be used for convenience only and do not
constitute part of this Agreement or a basis for the interpretation hereof.

         40. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the Venturers have executed this Joint Venture
Agreement on the day and year first above written intending to be legally bound
hereby.


ATTEST:                                  TB WOOD'S INCORPORATED


_______________________________          By:________________________________
Emma K. Gross, Corporate Secretary          Carl R. Christenson, Vice President
                                            and General Manager,
                                            Mechanical Division


ATTEST:                                  THE ELECTRON CORP.


_______________________________          By:_________________________________
                  , Secretary               Michael Norwood, President and
                                            Chief Operating Officer